EXHIBIT 4

DEED OF SUBORDINATION AND PLEDGE


THE UNDERSIGNED:

1.   The public limited company CREDIT LYONNAIS BANK NEDERLAND N.V. established
     at Rottendam, having a branch at Utrecht,
     hereinafter referred to as: "the Bank"

and

2.   a.  QMS Europe B.V.
         Reactorweg 160
         Utrecht

hereinafter to be referred to as: "the Customer"

and

3.   QMS, Inc.
     1 Magnum Pass
     Mobile AL USA 36689

hereinafter referred to as: "the Lender"

                           TAKING INTO CONSIDERATION:

- -    that the Customer currently owes or shall in the future owe the Bank money
     arising from the granting of credit, loan agreements or on any other
     business whatsoever;

- -    that the Bank requires security in respect thereof to the effect that the
     Lender's claims against the Customer shall be subordinated to those of the
     Bank and shall not be reduced, assigned or encumbered and that they shall
     serve as security for any claims the Bank might have against the Customer
     now and in the future;

- -    that the Lender is prepared to furnish security;

                            HEREBY AGREE AS FOLLOWS:

1.   For as long as the Customer enjoys any form of credit facilities from the
     Bank or has an/or may in the future incur any other liabilities to the
     Bank, the Lender shall:

     a.   neither enforce any present and future claims (: vorderingen) against
          the Customer ("the claims"), which currently total $4,000,000 U.S.
          (say: four million U.S. $), receive either directly or indirectly any
          payment in respect thereof, nor assign such claims or encumber them in
          any way;

     b.   not enter into any agreements in respect of the claims or permit them
          to be off set.

2.   The Lender hereby subordinates the claims to those the Bank has against the
     Customer and pledges (: verpandt) the claims to the Bank together with any
     accessory and ancillary rights attaching thereto.

 
3.   The right of pledge shall cover security in respect of all present and
     future claims the Bank might have against the Customer arising form the
     granting of credit, loan agreements or on any other account whatsoever,
     including any interest due on the Bank's claims.

4.   The Lender hereby expressly declares that it is entitled to pledge the
     claims and that no attachments or limited rights exist regarding to the
     claims.

5.   The Lender shall hereafter not be entitled to assign or pledge the claims
     to third parties or to encumber them with other limited rights without
     prior written approval from the Bank.

6.   The Customer declares that the Lender's claims against it do exist.

7.   The Bank and the Lender hereby give notice to the Customer of the pledge.
     If the Bank exercises its rights as pledgee, it shall not be bound by the
     provisions of Article 1.

8.   The Bank shall at all times be entitled to extinguish the pledge on the
     claims by way of renunciation.

9.   This deed and all rights and obligations arising therefrom or in connection
     therewith, shall be governed by the laws of the Netherlands.

     All disputes arising from this deed or in connection therewith, shall be
     submitted to the competent court in Rotterdam, The Netherlands, or to a
     competent court of any other jurisdiction at the sole discretion of the
     Bank.

10.  Unless otherwise stated herein, this agreement shall be governed by the
     provisions of the Bank's General Conditions, which provisions shall be
     deemed repeated and inserted here.

     The Customer declares that it has received a copy of the General
     Conditions.


Thus agreed and signed in triplicate
at Utrecht/Mobile on October 16, 1995


1.   CREDIT LYONNAIS BANK NEDERLAND N.V.      2.   CUSTOMERS



                                               a.   /s/ P.P. van Schaick
      ----------------------------------            -------------------------


3.   LENDER



     /s/ Shawn Martin
     -----------------------------------

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